Real Gone
by Eldunari Liduen
Summary: When Mater gets a message from Holley inviting him to meet her on their first date, he is ecstatic! But is the message what it seems to be? Could it be from someone else? Someone who is out for revenge? R&R please! Rated T just to be safe.
1. Turbo Transmission

"Mornin' everyone!" Mater says as he pulls into Flo's V8 café.

"Mornin' Mater," say the cars of Radiator Springs, home to world famous racecar Lightning McQueen.

"Hey Mater, you hear from Holley lately?" Sally, the town attorney and girl friend to Lightning McQueen, says.

"Mm… no not lately. Y'know how it is. I'm a Tow Truck in a little ol' town on Route 66 and she's a world-class British spy… Kinda hard to stay in touch n all that. She still owes me that first date though!"

Lightning laughs, "Yeah. Hey maybe sometime when Holley gets a chance you, me, Sally, and her can all go on a double date. What d'ya say? Drive in on me. I think they're showing _The Incredimobiles_ right now."

"Dadgum! That sounds purty fine!"

"Yeah, it'll be fun!" Sally says.

"Hey, do any of y'all hear that beeping noise…?" Mater asks. The townscars quiet down and sure enough, they all hear a faint beeping that seems to be coming closer and closer until…

"Ow! What n'da-" Mater says as a small round object hits his roof and falls to the pavement in front of him. "What da world…?" he says as he rolls closer to the object.

"Voice key correct." a female sounding computer voice says from the small metallic object. The ball opens up and projects an image of Holley Shiftwell into the air in front of Mater.

"Hey it's Miss Holley! Howdy Holley!" Mater says

"Hello Mater. Sorry I couldn't talk to you personally, but Finn and I are just wrapping up our latest case. Clean up and all that. Well, I was wondering if we were still on for our first date," the recorded message of Holley says and then flashes a smile. "If you're up for it here are the coordinates for you to meet me at…" the holographic projection of Holley disappears for a moment, replaced by a set of coordinates. "I hope to see you there Mater. Cheers!" The metallic device closes up and the hologram disappears.

"Dadgum! I got my first date with Miss Holly! Yehaw!" Mater exclaims and starts to drive backwards around the entire town to show his excitement.

Lightning and the rest of the residents chuckle, knowing how over excited Mater can get. A few minutes later, Mater has calmed down and Sally is helping him to book his flight.

"Right. Now what were those coordinates again?" Sally asks Mater. Mater tells her and she enters the numbers into her computer at the Cozy Cone Motel. "Ooh, Germany. Nice place for a date," Sally says and winks at McQueen. "Ok, let's see… Flights to Germany… Here we go!" Sally then buys and prints out Mater's ticket for Germany.

"Mater… are you sure you don't want anyone to come along?" Lightning asks, remembering the trouble that Mater had gotten into the last time he traveled internationally. Of course, that was how he met Holley.

"Shoot no buddy! Y'need ta get some rest 'fore the racin' season starts up 'gain. 'Sides, I can handle this- ya got no need t' worry."

"Ok…" Lightning says and gives Mater a small smile. "Well, you better get going if you're gonna catch your flight."

Mater looks at the clock on the wall and says, "Dadgum you're right! Hey computer, rockets if ya will!"

"Voice key acknowledged." From the back of his flat bed, two rockets come up, a leftover of his adventure around the world with Finn McMissile and Holley Shiftwell.

"See ya soon everyone!" Mater says and then starts up his rocket boosters and speeds towards the airport. "Yeeeeeeeeeehaaaaaaw!"

Sally notices that Lighting is wearing a nervous look on his face. "Don't worry Stickers, Mater can handle himself."

Lighting sighs, "I know, but…"

"But what?"

"I don't know… I'm just worried that he's gonna get hurt because of Holley being a spy and all…"

"You mean like you almost did?"

Lightning looks embarrassed and gets redder, if that's possible, and says "Well… yeah."

"Don't worry honey. He's got good friends to back him up."

"Yeah…I guess so."

* * *

><p>At the airport, events go pretty smoothly for Mater the tow truck. The flight goes well, but he does feel a little lonely as he has never flown alone before.<p>

_Oh well… _Mater thinks, _Soon I'll be on my first date with Miss Holley though! A lil waitin' never hurt no one. Dadgum I can't wait!_

After checking in at customs, Mater gets on the road, using a GPS that Sarge lent him to make his way to his rendezvous will Holley. The GPS takes him to a remote mountain, covered in snow. The GPS beeps and tells him that he has arrived at his destination. Mater looks around, hoping to see Holley somewhere in the snow. To his clear disappointment, she hasn't arrived yet.

Mater turns up his heat and says, "Well, I sure do hope Holley comes soon. It sure is awful cold out here."

Suddenly, a trap door opens directly under Mater and he is sent tumbling down a dark tunnel to an unknown destination.

He screams, to no avail, "Heeeeeeeeeeeelp!"

The doors bang shut above him as he descends. After what seems like an eternity of falling, Mater lands with a loud crash onto a hard, cold concrete floor. He opens his eyes, which he had closed during the decent, and looks around. The room is dimly lit. Mater can just make out the shape of two cars in the shadows.

"Good," says one of the cars with a German accent, "The American spy has arrived."

"Brilliant," comes another masculine voice from the other car, speaking with an English accent, "Now, we can begin our plans…"

Slowly, four panels rise to enclose a very frightened Mater. A fifth panel drops from the ceiling above. From the floor, green fumes start to appear. Remembering last time, in Porto Corsa, Mater tries to hold his breath, but the noxious fumes knock him out.

**A/N- While this may be my first fan fiction posted on the site, I've actually written several that I hope to share. Tell me what you think and please let me know if I got the rating wrong. Thanks for reading!**


	2. Radiator Reunion

Disney/ Pixar owns the World of Cars. I do not.

* * *

><p>Back in Radiator Springs, it's been about three days since Mater left for Germany and Lightning McQueen is giving a tour of the Hudson Hornet Museum to Francesco Bernoulli and some of his other racecar friends that he made while at the World Grand Prix. Almost being blown up by a group of Lemons brings cars closer together. Lightning had hoped to have given them a tour of the museum when they had come for the Radiator Springs Grand Prix, but many of them had had to get back home to a jabbering press wanting to know more about what had happened at the World Grand Prix.<p>

While showing the group pictures of Doc in his heyday of racing fame, Lightning hears a strange noise that catches his and the other cars' attention.

"What the- Did you guys hear something?" Lightning asks the others.

"Francesco thinks he heard a jet landing," says Francesco.

"A jet?" one of the other cars says, "But we're nowhere near an airport!"

A thought jumps into Lightning's head. _Mater said something about Finn and Holley having a jet… And they left in one during the race!_ "Mater's back!" he exclaims and races out of the museum to meet his best friend. The other cars follow him out, knowing that they won't be resuming the tour anytime soon.

A few miles down the road, Lightning sees a sleek, silver jet slowly coming to a stop. At top speed, Lightning races to the jet to meet Mater. The bottom of the jet slowly opens and the two spies Finn McMissile and Holley Shiftwell drive out from the jet and onto Route 66. Behind Lightning, Sally drives up, eager to get to know Mater's girlfriend better and to welcome Mater back. The other citizens of Radiator Springs and the other race cars are close behind.

"Hello Lightning," Finn says in his British accent as the jet closes up. Executing a hairpin turn, the jet, Siddeley, turns around to face Lightning and the rest of the cars. "Ah, I don't believe any of you have met Siddeley. He's one of my top partners in the spy business."

"Nice to meet you Siddeley," Lightning says, "Hey Holley! How's it going?"

"Great!" Holley says and looks around. "Where's Mater? I was hoping that he'd be here."

Confused, Sally says, "Isn't he with you? He left about three days ago to meet you."

"He did?" Holley says, clearly confused.

"Don't you know?" asks Lightning. "He got your message from that device thing and went to Germany just like you asked."

"But I never… Oh dear. Oh dear oh dear oh dear…." Holley says, a horrible thought forming in her mind.

"Holley?" says Finn, very concerned, "What is it?"

"I never sent Mater any message. It must have been… oh my…" Holley says. She closes her eyes, trying to regain her composure.

Lightning's eyes widen in understanding, "It must have been…"

"Sir Axelrod," Finn McMissile finishes with a sigh.

The cars gasp in near unison as Holley bites her bottom lip, trying with all her might to keep her composure and turns around.

A cold feeling settles over Lighting's frame. In the back of his mind, he had been fearing that the cars that tried to kill him, and possibly countless other cars, were looking for an opportunity to exact revenge on those who had foiled their scheme.

Composure regained, Holley turns around and says flatly, "We need to help Mater. We owe him that much for figuring out Sir Axelrod's plan when no others could."

Finn nods, all business, and turns to the visiting race cars that had participated in the faux World Grand Prix. "All of you should return home. But be _careful_. We don't know how far these cars will want to take their revenge. It's best if you are on the look out for any trouble."

In a bit of shock, the race cars silently agree with the British spy. Flo takes them to the Cozy Cone to book their flights home, leaving Sally free because, as Flo knows, she is quite fond of the simple minded tow truck. Sherriff offers to give the racers a police escort to the airport, which they readily accept.

Finn turns to Lightning and says, "This device you said the message came in. May I see it?"

"Of course," Lightning says and turns around to lead the British spies to Mater's shack. Sally follows. He remembers that Mater has a special drawer in his shack that he keeps all of the items that are special to him in. He finds the drawer and opens it for Finn and Holley. "That little silver ball right there."

Finn uses a small, silvery, hand-like device that comes out of one of his headlights to pick up the device and then places it on the floor.

"How did Mater get the message to play?" Holley asks.

"He just said something and it said 'Voice key correct' or something like that," Sally says.

Holley gestures with her wheels and a holographic screen pops up in front of her windshield. Using her wheels as controls, Holley scrolls through recordings she has made. She clicks on one, and a speaker says , "What's that? You want me to stay outside?" It's a recording of Mater.

"Outside?" Holley cuts the recording short and closes the holographic display.

Lightning realizes that must have been during the first race of the World Grand Prix.

"Voice key correct." the device says again.

The cars wait for the holographic message to reappear, but it doesn't come up right away. Most of the cars stare at the device in confusion. Finn, however, picks up a slight beeping noise.

"Everyone out. NOW!" Finn yells. Lighting, Sally, and Holley all clear out of the building, realizing what is going on. Using one of the magnetic plates on his wheels, Finn picks up the now bomb and drives on three wheels outside. The plate the bomb is on rockets away from Finn and the town, landing in the desert. A few short seconds later, it explodes.

In the fields outside of town, the tractors moo in surprise and tip backwards. All of the cars in town turn toward the explosion. They all stare at it for a moment, and then nervously go about their business, knowing that it exploded far enough away to not have harmed anyone.

Wide eyed, Lighting simply says, "Thank you," to Finn. Sally murmurs her thanks as well.

"Well, we know for sure they don't want us following him," Holley says, already bringing up her holo-screen.

"That's for sure," Sally says nervously.

"Holley, what are you doing?" Finn asks, acting as if nothing too huge had just happened. Lightning chalked it up to probably years of dealing with explosions and the like.

"Satellites," she answers. "There is bound to be one that recorded Mater receiving the faux message."

"Capital idea Holley!" Finn says.

Holley gives a small smile and continues to search while Lightning and Sally watch. "Ah, here we go! I've got it!" she exclaims. She zooms in on the video and pauses it right when the coordinates come up. Enlarging it further, she is able to make out the coordinates that Mater was given.

"Good job Shiftwell," Finn says. "We need to leave ASAP. I'll contact Siddeley and tell him to meet us behind Flo's café."

* * *

><p><strong>AN- I felt like updating with the second chapter so I did so. I actually have a good portion of this already written so I'll probably update often (though perhaps not every day or more than once a day like I did today). Please review! I want to know if this is any good or not so if need be I can rework the upcoming chapters. Thanks!**


	3. Adventure Calling

**Disney/Pixar= owner of Cars**

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><p>A few minutes later, Siddeley is topping off his gas tank at Flo's V8 Café in preparation for their flight to Germany to rescue Mater from the Lemons. Everyone is very quiet, not sure what to talk about while two top class British spies are waiting for their jet to finish filling up so that they can go rescue one of the town's residents.<p>

Lightning breaks the silence by saying, "Finn?"

"Yes, Lightning?" Finn says, turning to face him.

Lightning takes a deep breath and says, "I want to go with you."

"But Lightning, it would be much to dangerous. You don't have any training really. Not to offend you, but…you'd just be in the way," Holley says.

"I…I've got to though. Mater saved my life. It's the least I can do to return the favor," Lighting says. "Please, let me go. I may not have all the moves you guys do or the fancy gadgets or whatever but… I just gotta do this."

"No," Finn McMissile says plainly.

"But I-"

"Not with that red paint job at least. You'd stick out like one of her Majesty's royal guards with out his bearskin. We'll have to get you some 'gadgets or whatever' too I suppose…" Finn says and then winks at Lightning.

Lightning McQueen breaks out into a huge smile and says, "Thank you! Hey, Ramone you open yet?"

"Sure am, man!" the body artist says.

Lighting chuckles and says, "I gotta job for you…" The two cars drive off to Ramone's House of Body Art so that Lighting can get a less conspicuous paint job. Once they are out of sight, Holley turns to Finn.

"Finn! What are you thinking? He could get hurt! Let's not forget that the Lemons wanted to kill him as well! He has no training or anything!" Holley says, furious that on top of having to find and rescue Mater, they were going to have to watch out for Lighting to make sure he didn't get hurt.

"He's got heart and determination. Those are two of the most important qualities any spy, any car, can have. Never forget that Holley," Finn says, staving off any more protestations from his partner/ trainee. "Besides, I know that look. He would have stowed away no matter what I said."

Holley sighs and says, "No doubt…"

About a half hour later, Lighting, Holley, and Finn are on their way to Germany in Siddeley. Holley is giving Lighting a lesson on how to use the equipment and gadgets that she and Finn have outfitted him with. "They're voice activated. Though, you know, _everything_ is voice activated these days." She also gives him a cloaking and disguise device much like the one they used to disguise Mater so that he could infiltrate the Lemons' meeting in Italy. Once Holley is finished with the lessons, she, Lighting, and Finn each take a seat. A holographic screen, very similar to Holley's, comes up with Finn and Holley on one side and Lighting, in his new midnight red paint job, on the other.

"Alright, first thing first…" Finn says. "Holley, check in with the prisons that are holding Zündapp and Axelrod along with the other Lemons that were captured. We need to know whom we may be facing and they need to know that their prisoners have escaped if they do not already know."

"Will do," Holley says. Activating the screen, she pulls up the files of the many Lemons that were arrested the last day of the World Grand Prix after Mater exposed Axelrod's scheme. While she and Finn contact the various prisons, Lightning looks out one of the windows of the jet.

_Don't worry buddy_, Lightning thinks, _we're on our way to save you._

* * *

><p>Mater groggily opens his eyes. <em>Musta dozed off during the flight or somethin'… <em>Mater thinks to himself. He looks to his left, hoping to see out the window of the plane. He freezes when all he sees is cinderblocks and bared windows. Suddenly, the memory of the previous day comes crashing back. _Oh yeah… Tha's right… Da ground opened n' then there were those two cars n' then uh…_

Mater shakes himself. His head hurts like he just drove engine first into a solid concrete building reinforced with steel about ten times over and over again and he can't think too clearly.

_Mhmn… I hope m'head stops poundin' soon… _Mater groans involuntarily as his head pounds. He slowly drives towards the bars separating him from the hallway hoping to get his bearings. Mater squints against the light in the hallway as it makes his headache worse. He looks left and right down the hallway and all he sees is…

_Empty jail cells? Bu' why…_ Mater grunts. All this thinking is making his head pound more and more. He decides to go back to sleep and hopes his head feels better when he wakes back up…

* * *

><p><strong>AN: WOW! Thanks to everyone who has read/reviewed/favorited/story alterted and/or added me as a favorite author! You will not be dissapointed in where I'm taking this story I assure you! (I'm probably sounding very noobish right now but I am new so I don't care.) Now do yourself and me a favor and review! In case you haven't noticed, the titles of chapters will generally be soundtrack titles from one of the Pixar films. Last two chapters were from _Cars 2_. Any guesses on this one? (Hint: not from Cars or Cars 2) Again, thanks for reading!**


	4. Use Your Head

**I would love to own Cars, but I don't. Pixar does.**

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><p>After just two hours of flight going at top speed, Siddeley and his passengers are landing in a remote, snowy mountain range in Germany. Lighting, Finn, and Holley disembark from the jet and turn up their heat against the freezing temperatures of the mountains. Finn activates his rearview mirror computer and brings up a GPS so that the cars can find their way to the spot that they assume Mater disappeared at.<p>

"All right," Finn says, "Stop here."

"This the spot Finn?" Lightning asks the seasoned British spy.

"Not quite. It's ten feet in that direction. I don't want to take any chances of a trapdoor opening up and putting us in the same situation as Mater may be."

Holley brings down a special glass to cover her windshield that will allow her to see underground.

"Good choice Finn," she says, "There is most certainly a trap door at the very coordinates that Mater was sent." Holley squints in confusion. "But… it's not locked for some inexplicable reason."

"Right. We're going in," Finn says and activates his magnetic wheels. Holley and Lightning do the same. Using an all purpose remote control, Holley is able to open the door from a safe distance, allowing the cars to slowly make their way down the shaft rather than free fall. Finn enters first followed by Holley and then Lightning. All three cars activate their night vision windshields as the shaft is dark as night. They soon reach the end of the shaft. After they all activate their disguises as Lemons, Finn shoots a rear grappling hook to the surface so that he can slowly lower himself to the floor. When he hits the floor, he swiftly drives backwards to avoid any traps that may have been laid directly under the shaft.

"All clear," Finn whispers just loud enough so that the communication devices that they all have pick it up and transmit the message to Holley and Lightning. Using their own grappling hooks, they lower themselves to the floor.

"It's so…quiet," Lightning says.

"I don't believe anyone is even here!" Holley says in disbelief despite her scans of the building coming up empty with any cars but them. "Not a single car… And this scanner should even pick up on any cloaking devices."

"They've moved on," Finn says simply. "It would have been too easy to track Mater here and Axelrod and Zündapp knew it."

Lighting sighs. _What are we going to do? I hope that Mater's ok…Who knows what could be happening to him?_ "So what do we do now?"

"Gather any intel that they may have left behind by mistake. Security cameras, computers, paperwork, and the like," Finn answers. Lighting sees that Holley has already started working on hacking the security cameras to see if they may provide any information on where the lemons may have taken Mater.

"What do you want me to do?" Lightning asks.

Finn and Holley look at each other for a moment before Finn answers. "It's probably best if you keep watch. We did give you some gadgets to help out, but…not what you need to help with this sort of thing."

"Plus, we don't know what else they have been working on. Well, C.H.R.O.M.E. does know a bit, but it's not for civilian eyes," Holley puts in.

"Like you'd have to kill me if I found out?" Lighting says, chuckling at his own joke. He looks at the two spies and they stare at him for a minute before nervously chuckling along and then rolling away to find out what they can about the Lemons' plans.

Lighting understands what Holley and Finn were getting at. _They took a big risk just taking me with them. Who knows what sorta code they may be breaking just by having me with them…_

* * *

><p>Mater wakes up again, and looks around hoping that he had just had a bad dream about getting captured and locked in a jail cell. He sighs when he realizes that his surroundings have <em>not<em> changed.

_At least my head ain't poundin' as bad as it was…_ Mater thinks gratefully as he rolls forward once again to look out his cell. _Still empty… I wonder what n where n why…_

Far down the corridor, a door swishes open to reveal two cars. Mater gasps softly as he realizes who these cars are and why he's in a jail cell. He backs away from the cell door as they approach.

"Well, well… If it isn't the simple minded little tow truck that ruined my plans to become even more fabulously wealthy," Axelrod says with a deceivingly polite British accent.

"So it is," says Professor Zündapp in his German accented English.

Mater's head starts to pound again as he considers the full implications of these two cars being his captors. "Why-?"

"Why?" Axlerod says. "Isn't it obvious? _Revenge_. After you and your little friends sabotaged our plans, we simply had to strike back. And so, here you are my tow truck friend."

"I so ain't your friend," spits Mater.

Professor Z chuckles and says, "Not that it matters. You are here, ya? And your friends will come looking, _ya?_"

Mater pales a few shades of rust red before anger takes over his initial shock. The two other cars simply laugh at this and drive away, leaving Mater to stew and worry for his friends.

* * *

><p><strong>AN: Yeah, kind of a slow chapter... Last chapter's title was from _The Incredibles_. This chapter's title should be a tad easier to figure out as it is a line said in the movie. I might add the next chapter later tonight since this chapter is a bit slow. Review please!**


	5. Off to Work

**If I owned Cars, wouldn't I be making this into a movie? Well, I don't. Pixar does.**

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><p>"Finn! I think I might have something!" Holley calls. Finn and Lighting drive over to her to see what she has found. On her holographic view screen, Holley has an image of some of the lemon cars that they recognize from the fight in London during the final leg of the World Grand Prix.<p>

"Where do they have him?" Lighting asks.

"Well, if I just enlarge this packing crate here… touch up the packing label… There we go!" Holley exclaims proudly. On the screen, a small packing label is displayed along with a destination.

"Mount Evanterest," Finn says, reading the label.

"That would explain the extra heating units," Holley says, scrolling the camera view to another open crate containing them. She adjusts her side view mirror, the one on the side that Finn is on.

"Lightning, could you check that room over there? It looks like an office of some sorts. Just to make sure we didn't miss anything," Finn says.

"Sure thing," Lightning says and heads towards the small room Finn pointed out. Once he is out of earshot, Finn turns to Holley.

"Did you see-?" she asks him.

"Yes… I suppose C.H.R.O.M.E.'s guess was correct," Finn says. "We mustn't let Lightning find out about this. This is strictly classified information. Who knows what would happen if word of this got out?"

"It wouldn't be good," Holley says simply.

"No, it wouldn't at that."

"Find anything of note, Lightning?" Holley calls to the racecar.

"Nah, just a bunch of junk," he replies. _And I thought for sure you guys had already checked the room_, he thinks to himself. _Ah, well… They probably have their reasons, _Lightning sighed mentally.

"Right, no time to waste then," Finn says. He sends a silent signal to Siddeley as he drives to the shaft and activates his front bumperette grappling hooks which shoot upwards until they hook onto the opening in Siddeley's underside. Holley and Lightning follow suit. As soon as they are all in the spy jet, Siddeley takes off.

"Get us there as fast as you can old boy," Finn tells the jet.

"Afterburners, sir?"

"Is there any other way?" Finn chuckles.

* * *

><p>"Finn, Mount Evanterest is approaching. ETA five minutes," Siddeley's voice comes on over the intercom.<p>

"Roger that Siddeley," Finn replies. He looks at Holley and then glances at Lightning who is currently catching a nap. Holley nods and turns towards Lightning.

"Lightning," Holley says softly, taping him on his side with her tire.

"Nah Sherriff, it wasn't me and Mater who were tipping the tractors… It was uh…Fillmore!" Lightning mumbles in his sleep.

Holley stifles a laugh. She and Finn hadn't spent much time in Radiator Springs, but she knew enough that Fillmore, the peace-loving, organic fuel brewing, Volkswagen wouldn't have ever tipped any tractors. It did, however, seem like something the best friend pair of Lightning McQueen and Mater would do. "Come on! Wake up sleepyhead!" she says and hits him a little bit harder.

Lightning cracks his eyes open. "Oh, hey Holley. Are we there yet?"

"Five minutes," Holley says. "Lightning there's something-"

"Finally! When we get in there, I'm gonna drive circles around those Lemons! Ka-chow!"

"About that Lightning… Finn and I talked and we decided that it would be best if you stayed with Siddeley."

"What?"

"It's nothing personal Lightning… You just don't have the training we do and if you got hurt or captured or… It just wouldn't be safe for you to come," Holley explains.

Lightning sighs, knowing the truth of her words. "Yeah… I guess. Watch your bumpers, eh? I'm not much of a back up plan I guess."

Holley gives him a small smile, "Don't worry about us. We'll get in there and get Mater out before you can say 'how do you do?'"

"Right then. Are you ready Miss Shiftwell?" Finn says. He presses a button and part of the floor slides back revealing the treacherous, snowy, engine chillingly terrain below.

"Whoa, whoa wait. Aren't we gonna land first?" Lightning asks.

"Nope. Holley and I are going to… drop in on them," Finn says with a sly wink.

Lightning glances down at the mountain they are now circling around and shivers at the height. _I guess I'm glad to not be going with them._

With no hesitation, Holley drives forward and out the opening in the floor with Finn right behind her. After dropping a few thousand feet, Holley activates her built in flight gear. Hovering over Finn, she activates a magnet on her undercarriage so as to carry him down to a landing spot. Spotting a viable place to land, Holley wings her way toward the mountain. After carefully setting the senior spy down, Holley lands next to him. Without a word, they both activate their disguises and make their way down the mountain. Holley activates a small computer on her rearview mirror to scan for the entrance to the Lemon's lair.

"Circle the mountain Sidley. We'll let you know when we need you," Finn says over the radio.

"Roger that Finn."

* * *

><p><strong>AN- Chapter 4 was named for a score piece from _Toy Story 2._ Buzz: "Use your head!" Rex: "But I don't wanna use my head! AHHH!" Anyways... I can't wait for you all to read the chapter I wrote the other night *insert giggle* I think fans of the characters from the first movie will be very happy with it... That's all I'm gonna say. Anyways... review please! I know you are reading this... I see the hits on my Traffic Stats you know ;)**


	6. It's Finn McMissile!

***instert something witty about Pixar owning Cars and not me here***

* * *

><p>"I've got something Finn," Holley says. "Looks like the entrance to the hideout is due east in about a kilometer."<p>

"Good job Miss Shiftwell. Now-"

"Shh…" Holley says and then whispers, "There is a lemon guard in that direction."

"Hey! You two! Over here!" a green Pacer yells at the two cars. "What are you doing idling? You heard the bosses, no lying about on patrol." The car drives closer to the two spies who are very thankful they already activated their disguises. "Wait a minute… I've never seen either of you around here…"

Quick as lightning, Holley reveals her tazer gun. Before the car has a chance to react, he is quickly electrocuted.

Looking around for any witnesses Finn says, "I'll go in first. They obviously patrol alone. Follow me in around a minute."

"Roger that."

The two disguised spy cars split up. Finn goes east towards the entrance Holley found with her scans while she heads south east away from the unconscious car.

Finn is about to go up to the entrance when he sees another car approaching from the south. Hiding behind a snow bank to avoid another scene like that with the Pacer, Finn uses one of his headlight cameras to watch how the car accesses the entrance. The red car, an AMC Gremlin by the looks of him, drives up to the door and knocks on it three times with his tire.

_Typical_, Finn thinks to himself, _so confident no one will find their lair in the middle of nowhere, they cheap out on the security._

As soon as the car is in and the large metal door closes, Finn drives up and knocks on the door. It opens without any problems and Finn smiles to himself. He drives in and looks around the area for any problems. In his rearview mirror, he sees Holley drive in behind him though far enough away to avoid suspicion. For a few feet, everything goes smoothly but then Holley stops short. Finn notices this in his mirror and then looks around to see what has happened. The other cars in the hanger area they entered in openly stare at him. Then, the AMC Gremlin that Finn had followed in yells, "It's Finn McMissile!" and then speeds over to a lever and presses it down with his wheel.

_INTRUDER ALERT. INTRUDER ALERT. _an alarm sounds. Finn looks down at himself and realizes that the Lemons must have gotten their dirty tires on a holo-disguise disabling device, very much like the one Finn knows C.H.R.O.M.E has.

_Oh, Daimler!_ Finn thinks and then executes a hairpin turn while activating his side vent machine guns so he can blast his way through the door. He passes Holley who has also had her disguise disabled and yells "CONTACT HIM!"

* * *

><p>Up in the air, Lightning is looking out one of Siddeley's windows when a transmission come on over the radio. It's Holley.<p>

"This is Holley. Do you read me? Oh, no time for that! Go to C.H.R.O.M.E! They'll help you! Tell them they're making lemonade. They'll understand! Go!"

Lightning's eyes go wide. "They must have gotten captured! Siddeley?"

"I heard her. We're on our way."

* * *

><p>Back in the Lemon's lair…<p>

As soon as Holley finishes her transmission to Lightning and Siddeley, she turns and follows Finn. She activates her machine gun as well in hopes of riddling the door with enough holes to weaken it so she and Finn could drive right through. But when she turns, Finn is nowhere in sight.

_What-? _Is all Holley had time to think before she feels a slight tug on her bumper and is lifted into the air by a large magnet. Before she can even begin to think of how to escape, a huge electric current is sent through the magnet, knocking both of the cars into dreamland.

* * *

><p>A high pitch series of beeps comes from one of the many computer monitors inside Siddeley. Still perturbed at the capture of the two agents, Lightning drives over to see what the noise is about.<p>

"What is it Lightning?" the jet asks.

"It looks like Holley and Finn are both unconscious. They musta gotten K.O.'d by the Lemons," Lightning explains, studying a screen that monitors the vitals of the spy cars. Gas levels, battery life, oil levels, and the like.

"Daimler!" Siddeley says. "I hoped they would escape. Of course, Finn never would have told Holley to contact us if he thought they would escape."

"Whatcha closing the windows for Siddeley?"

"Well… Holley and Finn trust you so I'll take you to C.H.R.O.M.E, but the location is still classified."

"Got it. Thanks,"

The spy jet laughs, "It is my job Lightning."

* * *

><p><strong>AN- Daimler= some type of British car that I learned about from Wiki while looking up car names to use as fun names/replacements in my fic. A car swear word (you figure it out). I did the same thing with Mount Evanterest (there is a British car called Evante). Too much fun to be had in renaming stuff to fit in the Cars world (like Pixar did with Prince Wheeliam). Anyways... stay tuned for the next chapter where there's gonna be a HUGE twist that I hope you all love... It may even get put up today... Review now please!**

**Last chapter was named for a score piece from _The Incredibles_. This chapter... well... it's kind of obvious!**


	7. Dirt Is Different

**I wish I owned the characters and world of Cars... maybe I'll work for the company that does someday. (Pixar, that is). You may be wondering about the title of this chapter... Just read, and you will see!**

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><p>"Lightning? Are you awake?"<p>

"…sea monkey took my money… yes I'm a natural red…"

Siddeley stifles a laugh. The red racecar seemed to mumble the strangest things in his sleep. "Lightning!" he says a bit louder through the speaker nearest the slumbering car.

"I'm up! I'm up!"

"So are you really a natural red?"

"What?"

"Nothing. We are just a few minutes from HQ."

"Oh. Thanks," Lightning says. He has a nervous feeling in his gas tank. Who knows what it will be like? Will they blame Finn and Holley's capture on him? Most cars knew of the world-wide organization known as C.H.R.O.M.E, but few knew much more than the TV shows that fictitiously displayed the organization.

* * *

><p>After about five minutes, Lightning feels Siddeley's landing wheels hit the ground and slow as they come to a stop. Siddeley directs Lightning to a section of the floor and then lowers it to the tarmac below. Lightning drives forward and looks around.<p>

"Uhh…. Siddeley? I thought that… but it just looks like an old gas station!" In fact, that is all that the surrounding area contained apart from a lot of sand and a couple of tumbleweeds.

"Oh we're here alright," Siddeley says and Lightning turns to look at him, but Siddeley is nowhere to be seen.

"What-? Where'd you go?"

"Cloaking technology. We can't have the whole world wondering why multiple jets take off and land in the middle of the American desert, among other places, now could we?"

"No… I guess not."

"Now, drive into the gas station and tell them what Holley told you to. They'll let you in."

"Got it. Thanks Sid," Lightning says and motors his was over to the gas station. To his surprise, a gas station attendant is there behind the counter.

"Can I help ya?" the car asks.

"Yeah… Uh… They're making lemonade."

The gas station attendant's eyes widen. "Really? Who told you that hotrod?"

"Shiftwell. Siddeley brought me here."

"I… see. This way please," the car, a silver Buick Park Avenue, says. He leads Lightning to the cooler in the back of the store. The car taps one of the floor panels two times and the cooler opens. He tips over one of the Mobil bottles of oil and the rack of cool oil drinks slides into the ceiling, revealing a door that looked like it could withstand the force of a hundred missiles from a possible invader. The Buick places his tire on a scanner that comes up after he inputs a code and then a device comes down to do an eye scan and then a voice recognition test. The door opens. "Welcome to C.H.R.O.M.E, Lightning McQueen."

Lightning glances at the car as the door closes behind them, wondering how he knows his name. _Musta run a background check or something. _He looks around at the hanger they have entered and all of the spy cars at work.

"You probably don't realize how important that message that Holley gave you to give us, but you'll know when I tell you this: I'm taking you right to the Director of C.H.R.O.M.E so you can tell him yourself. We know of your involvement in the Axelrod scheme, along with the tow truck, Sir Mater, and your friendship with Finn and Holley. I assume that they are….?"

"Yeah."

The Buick nods, as if Lightning was just confirming something he already knows. "Drive through this scanner please. Just a safety precaution."

Lightning does so and the scan comes up clean apart from the gadgets Finn and Holley gave him. The Buick takes the one gun they gave him but leaves the rest. Lightning's nervous about meeting the director of the world wide spy organization, but he knows that he's got to do it. _If anyone can help rescue Mater, Finn, and Holley, it'll be this guy._

After several more security measures, one involving a laser gate, the final door opens. Lightning sees a silhouette of a car in front of several large computer screens monitoring activities of C.H.R.O.M.E agents around the world.

"Sir? Lightning McQueen is here and has a message from Shiftwell and McMissile."

The car in front of the monitors says, "Thank you Parr, you can leave us now."

Lightning stiffens. _I_ _know_ _that _voice! _But it couldn't possibly be… he's… he's dead!_

Lightning's last thought is soon proved wrong. As soon as the door closes behind the Buick known as Parr, the lift the car is on spins slowly around while lowering the car to Lightning's level. Now that the car is facing him, Lightning feels a rush of disbelief, confusion, and a whole other range of emotions that he can't even name.

"Holly Hudson Hornet. Doc?" Lightning says, not trusting his own eyes.

The Fabulous Hudson Hornet smiles a smile Lightning never thought he would see again and simply says, "Hello Lightning. I suppose I have a lot of explaining to do."

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><p><strong>AN- Do you get the title now? What a evil little cliffhanger I have left you with. *evil laughter* Yup, the Hudson Hornet is alive and well! This was one of my personal favorite chapters to write. How do you think Lightning will react? Why did Doc let them all think he was dead? Guesses are welcome!**

**Also, anyone who can spot the references to other Pixar movies in this chapter (there are several) gets a virtual cookie! Last chapter was named for _Cars 2_ (obviously). You should all know what this one is from as well!**


	8. This Is Me

**Pixar owns Cars and I highly doubt they would bring Doc back in this fashion like I have!**

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><p>Before Doc can get anything else out, Lightning rushes up to him and gives the old racecar a huge hug with his front tires. Soon though, Lighting's joy at finding one of his best friends and mentor passes.<p>

"I thought…We ALL though you were dead Doc! You let us all think you were DEAD! Why? I mean what…" Lightning yells. Sure he's happy to see him, but why would he let his best friends think he was dead for two years?

"It was necessary, though it left a bad taste in my mouth."

"Necessary? But I mean- _Why?_"

"If you'd wait a second I'd tell you rookie."

"I'm not a rookie any more Doc. I've won four Piston Cups. They've even named the daimler Piston Cup after you because the entire WORLD thinks you are DEAD!"

"I know…" Doc sighs. "I didn't want to have to do that."

"Then why-"

"If you'd let me get more than a few sentences out you'd find out boy."

"Sorry…" Lightning says, abashed.

"No, you're not. Just like I know you ain't sorry for taking Mater along with you on the World Grand Prix," the elder car sighs. "Now my story's a long one so you just make yourself comfortable…"

* * *

><p>After my crash in '54, I was in the hospital for weeks. You can't just drive away from a wreck like that or expect to be fixed up in a day or two. That crash took me out for the rest of the season. When I went back next season, I expected a big welcome just like I told you before. But they didn't. They threw me out like last night's dinner without so much as a "Glad you lived."<p>

I was pretty shaken up after that. I still had it in me to race and if I couldn't race, what was I gonna do? I fell into some…bad habits that you don't need to know about. Suffice to say that I fell to an all time low.

One night, I just decided to drive and drive as fast as I could, hoping to get away from this sense of….inadequacy that had been under my hood ever since I got turned away from the track. I finally ran out of gas just a few miles from this 'Gas Station.' A kind fella found me and called a tow truck to help me to the next town. He drove along side the truck to make sure that I didn't pass out from all of the oil I had lost during my drive across the desert. I had gotten pretty scraped up. He paid for my medical expenses when he found out I had no insurance since I was let go from racing. When I was let out of the hospital I asked him what his name was.

He hesitated as if not sure what to tell me. "McMissile. Finn McMissile," he said finally with his British accent.

"Thank you…Finn. I don't know what I would have done without your help. I'll pay you back for the medical bills someday…"

"Ah, don't worry about it chap. I was a big fan and it makes me happy to have helped the Fabulous Hudson Hornet."

"You… know who I am?"

"Of course! True fans stay fans even when their car is taken out of the running," he said with a wink.

"Thank you. Thank you so much. If there's anything I could ever do-"

"Don't worry about it. Take care of yourself Hornet," he said and then drove off without another word.

For months afterward I wondered what would make a car so self sacrificing as to pay in full another uninsured car's medical bills. One day, though, as I was driving through the college, the one I attended for medical school, village I saw a headline that caught my eye. "MYSTERY CAR SAVES PRESIDENT" it read. I paid for my copy and sat down with a hot can of oil to read it. A silver-blue 1964 Aston Martin DB5 had heroically pushed the President out of the path of a bullet yesterday and hadn't stuck around to get any thanks. Many believed him to be one of they mysterious C.H.R.O.M.E agents, a world wide organization of spies.

I turned over the description of the car in my mind and looked at the blurry picture that the reporter had managed to take. Squinting, I realized that it was the car that had helped me that one night. I wanted to be like him, helping other cars without expecting anything in return. So, I decided that I would try to find C.H.R.O.M.E. Now, Finn was still a rookie, or so I gathered, in the whole spy business. From there I realized that he had probably been sent out to see why there was a mystery car not moving so close to one of their secret locations. So when spring break came around, I drove out to that desert to see what I could find. Little did I know what exactly what I was getting myself into…

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><p><strong>AN- I'm glad you all liked that little twist I threw you yesterday! The next chapter or so will be from Doc's point of view as he tells Lightning more about his past than just the racing part. **

**Last chapter was named off of a _Cars_ score (duh!) Not all of the throwbacks to other Pixar films were caught though! The most obvious one was caught by two reviewers: tortue0711 and an anonymous reviewer. * gives cookies * The reference was to _Finding Nemo_ when Lightning said in his sleep: "Seamonkey took my money...yes I'm a natural red..." I also referenced _The Incredibles_ though not as obviously. The security system to get into HQ was similar to the one to get into Edna Mode's work/ show room. The red car that brought Lightning to Doc was named Parr, the secret identity last name of Mr. Incredible and his family.**


	9. The Glory Days

**Disney/Pixar owns all CARacters and such related to the movie _Cars_.**

* * *

><p>I drove into a gas station that I found near the place I had broken down. No one seemed to be in the station though. I turned around to leave when I heard a slight hiss from behind me. I drove behind one of the shelves, not knowing what was coming. I peeked out from behind the shelf, and saw a car drive out from a door that had been concealed from view by the refrigerated glass cases.<p>

"Finn?" I said and drove to where the car could see me.

He jumped, startled and franticly tried to get the door to close behind him. "Oh, uh… hello Hudson!"

"Hi Finn."

"Well, ah, this is embarrassing…"

"Yeah," I chuckled. "One of C.H.R.O.M.E's agents letting a civilian see a secret entrance to the place."

"How did you…?"

"I guess if you pay enough attention you can figure out a lot of things."

"Right. You won't tell anyone, will you chap?"

"Well…I was sorta hoping that I could join up."

"Really?" he asked, surprised. "Would you mind my asking why?"

"I don't know…I want to do some good in the world. I know I can do that as a doctor but… I want to do something _more_. When you paid for my medical bills, I wondered what would make a car so kind and self sacrificing. When I put the pieces together, I knew I wanted to help save the world."

Finn smiled. "Well, come on in. I suppose the academy would be happy to have a car like you. You certainly have the engine for it my friend."

So, I joined C.H.R.O.M.E. Went through training and everything. When all that was done, I joined Finn as his partner. To sum up a number of years, we saved the world more than a few times, nearly got killed in the process every time, and wound up two of the most accomplished agents.

But I'm an older car than Finn and I started to want to slow down a bit. Sure it was fun and all, but I needed a break. So I talked to the car that was the director of C.H.R.O.M.E at the time about retiring. He didn't really want to let me and Finn wasn't too happy about it either, but they respected what I wanted. There was one thing though.

"Hudson," the director had said to me, "you're one of our top agents. I know that you want to slow down but if we ever really need you, can we count on your return?"

I said that I would.

"Thank you Hudson."

After packing what few things I had, my Piston Cups and the newspaper articles among them, I left. I didn't really want to go back to some city though. I had had enough of a fast paced lifestyle plus I figured a big city could hold a car that would recognize me as one of C.H.R.O.M.E's agents even though I had changed my color while I was there and went back to my original blue color after I was done.

I had grown up on Route 66 and decided that I wanted to go back. Not to my hometown though, since it had long been abandoned. 'Course, that's what gave me the idea to go to Route 66 that very few cars traveled there anymore. Eventually, I got to Radiator Springs. The town had already started to fall apart when I got there. Very few cars remained, but they were honest folk. You should've seen them when I told them I was a doctor. The town's original doctor had left a couple of months ago because he didn't have enough business. I didn't care about the money though. All I wanted was a quiet life and I sure could get it there.

Of course, years later you, ah, drove into town. That was quite they entrance you made there Lighting. Three years passed, you won two Piston Cups, and I got a call from C.H.R.O.M.E. At first I was worried that some villain that I had helped Finn put behind bars had escaped and recognized me when he saw one of your races. Turns out I was partly correct. This one car, Professor Zündapp, had escaped from prison. That, and the last director had died. They wanted me to come back to head the organization. They had offered the position to Finn, but he turned them down flat. Said that he preferred the field to desk work. I agreed to it.

For a few months, everything went smoothly. I did have to dodge questions about where I had been a few times as you know. But then, at one of the early races that season, I saw Zündapp in the crowd of cars at the race. He was looking directly at me. I knew my cover had been blown. Zündapp recognized me as one of the cars that had put him in jail and I was sure he was out for revenge, even as he is now.

After the race, I contacted the cars that had become my advisors and told them about the situation. You'd have thought that I told them there was a bomb in the room they were in. They had me come in so we could talk it over. Anyone that knew me could now be a target.

I knew that there was only one way to protect the ones I love. I would have to fake my own death. Believe me Lightning, if there had been any other way I would have done it. There wasn't though. If you and the rest of the town, not to mention others we met along the way, were captured by Zündapp, world security would have been compromised. The only way was to fake my death so that Zündapp wouldn't be able to get to me through any of you.

* * *

><p>"I don't enjoy having to hide from all of the folks, but I really had no choice," Doc said, completing his tale.<p>

Lightning looks down at the floor. "I understand. I don't like it either, but I get it," he says with a sigh. "I only wish the rest of the town could know. If only the world could know. You should have seen it the day you 'died.' The entire racing world came out to your _funeral_."

The old car sighs, "I know. I saw. I felt awful about it all." He gives a half-hearted chuckle. "Of course, at the rate our top agents are being captured I might just have to get out there myself and who knows who we could run into."

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><p><strong>AN- Well, there you have it. Doc's story in full! I hope you liked my little twist there! I might not be updating everyday as I have been because I had a good chunk of this story written out before I joined so I could update more frequently. I have almost compleated the next chapter though so it shouldn't be too long of a wait!**

**Last chapter was named for a track on the _Ratatouille _soundtrack.**

**Please review!**


	10. Cranking Up the Heat

**No, I do not own Cars.**

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><p>Holley is starting to come to as Doc told Lightning his story. She was aching all over from the electrical shock that had rendered her unconscious. She opens her eyes to get her bearings.<p>

"Mornin' sleeping beauty. I was wonderin' when you was gonna wake up," a familiar voice calls to her from the cell across from hers.

"Mater?" she says and drives as far forward as the bars of her cell would let her.

"Yeah," the tow truck says. He chuckles, trying to make light of the situation. "I guess ya weren't da one to send me tha' message, huh?"

Holley laughs despite herself and their situation. "No, I wasn't at that."

The two cars hear a soft groan from the cell on Mater's left. "Chrysler, what hit me?"

"Finn?" Holley asks.

"Holley? Is that you?" Finn says and drives out of the shadows in his cell to where Holley can see him. "Thank the Manufacturer you are alright."

"Howdy Finn!" Mater says, making his presence known to the old spy car.

"Mater? Is that you?"

"Well, yeah! Hey do any of da both of ya know wha's goin' on here?"

Holley and Finn look at each other for a moment. Holley answers, "Well, we have a theory… We believe that the lemons-"

Holley is cut off by the banging open of a door at the end of the hallway and the sound of multiple cars driving towards them.

"I see you have both awakened," Professor Z says, disdain clear in his expression.

"No thanks to you," Finn says with a razor edge in his voice.

The professor looks at Finn as if he were nothing more than an interesting bug that had crawled onto his hood. "Bring the tow truck," he says to his henchcars. One of them, a Gremlin, opens Mater's cell. Mater slowly backs up, wishing that he could drive through walls. A tow truck, whom they recognize as Ivan, hooks onto Mater and soon tows the truck out of their sight with the Professor and the other cars right behind him.

"Mater!" Holley calls after them. She quickly opens the compartment that conceals her gun, but finds that it was removed while she was unconscious. Checking the rest of herself, she finds that the Lemons have stripped her of any and all weapons. They even found a way to disable her holographic screen.

"Finn?"

"They took all of mine as well," he states matter-of-factly.

Holley says a word that suprises the elder spy car.

"Holley!" he says, shocked.

"What? We're who-knows-where without gadgets of any kind, they have a device that disables all holo-disguises, and if they do to Mater what I think they are going to-"

"Holley, a spy is not defined by the gadgets he or she possesses. We _will_ find a way out. Our friend has more than likely informed the others of our situation. The best we can do right now is to figure out a way to escape and stop the Lemons. We've done it before, and we'll do it again."

* * *

><p>Lightning is telling Doc about what happened since he joined Finn and Holley to rescue Mater when the red Buick, Parr, comes into the room.<p>

"Sir!" he says, "Our operatives have discovered an add on television that pertains to this case. Bringing it up on monitor A113 now."

Lightning and Doc turn to face the monitors. On screen, the words "Ace Petrol" come up accompanied by a sting of action music.

"Howdy y'all!" a voice says from the screen. The words zoom off of the screen and reveal…

"It's Mater! What-?" Lightning says before he is shushed by Doc and Parr.

"I'm Sir Tow Mater and I'm here ta tell ya 'bout this new gas-o-line that I just done drank. It's dadgum tee-riffic! Get some fo yourself today!"

The music swelled again and then the screen went dark.

"What. Was. That?" Lightning says.

Doc sighs. "That was the confirmation of what we feared."

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><p><strong>AN- Yeah, short chapter. But I got the A113 in there finally! (Pixar fanatics will know what I'm talking about) Oh! And in case you hadn't picked up on it, _Real Gone_ has no impact on _My Heart Would Know _(another one of my Cars fics). **

**Please let me know what you thought of Doc's story! I want to know if it was believable and all that. On a side note, if you watch Cars, Doc isn't in the "Our Town" montage. I thought that was interesting.**

**Please review!**


	11. The Lemon Pledge

** !sraC nwo ton od I**

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><p>Back at the Lemons' lair, the two computer monitors at either end of the hallway that contains the jail cells have just finished playing the advertisement for Ace Petrol as well.<p>

"Well, it's official," Holley says, "They are in fact 'making lemonade.'"

"Indeed," Fin says. "I hope the chaps at C.H.R.O.M.E caught that. We could be the next 'stars' of one of their commercials what with the apparent potency of it."

"I hope not. I'd rather not have nano-robots in my petrol that will control me against my will that you very much!"

"We may not have much of a choice Holley," Finn says. "Conserve as much fuel as you can. We don't want to give them a reason to give us the petrol though they may give it to us anyways."

"Got it," Holley says. She sighs, "I hope Mater will be alright…"

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><p>"So let me get this straight… the Fabulous Hudson Hornet is alive, Mater, Holley, and Finn have been captured by the Lemons to exact revenge, and they've invented some sorta mind-controlling gas?" Lightning says after Doc has finished explaining what C.H.R.O.M.E has found out about the Lemons' plans.<p>

"Pretty much," Doc says.

"Just checking that I'm not going crazy," Lightning says with a sigh.

"Yeah…It is a bit much for anyone to go through," Doc chuckles.

"You're tellin' me!"

"Sir," Parr says, "What agents do you want assigned to this case?"

"I want Lassetire and Rantf as back up. I'm going in with Lighting."

"But sir- You haven't, well you know, been in the field in a while," the Buick says.

"Spyin' is like drivin'. Once you learn, you never forget. I'm going in. Is that clear?"

"Yes, sir!"

"Doc," Lightning says, "Are you sure you want me comin' with you? I mean I don't really have any training or anything."

"Lighting, you remember what I taught you 'bout racin' right? Some of those moves I taught you?"

"Yeah, but you never taught me enough to let me win against you," Lighting says with a slight chuckle.

"I taught you some of those moves not to help you with your races, but to keep you safe. I always had a sneaking suspicion that one day my exploits in the world of spying would catch up to me. Since you were the car that was the most visible to…_everyone_ really, I decided it would be best if I taught you some ways to defend yourself. Course, I couldn't exactly tell you what I was doing so I showed you them in the guise of racin' tips," Doc explains to Lighting.

"What, were you gonna go all _Car-ate Kid_ on me and yell 'Wax on! Wax Off!' or somethin'?" Lighting teases the old racecar.

"Something like that," Doc chuckles. "Parr? I want you to contact the fellows that made Torque's disguise. We're gonna need more than just the holo-disguises as the Lemons apparently have gotten their tires on a HDD."

"Yes sir!" Parr says and then drives out of the room.

"Lighting?"

"Yeah, Doc?"

"While we're waitin' on the disguises," Doc says, "I want to give you a little refresher on some of those moves I taught you." He pushes a button on the floor. A large garage-style door opens to reveal a large hanger, perfect for practicing and training. Doc drives into the hanger, with Lightning right behind him.

* * *

><p>Holley and Finn are shaken from the silence they have fallen into, each trying to figure out a way to escape their current predicament, by the sound of the doors to the cell block opening. They both drive forward, looking to see who is coming.<p>

"Mater!" Holley exclaims, happy to see him unharmed, though he is flanked by two cars, Acer and Grem.

The tow truck doesn't even glance at her. The Pacer opens the cell door next to Holley's and Mater drives willingly inside.

"Mater?" Holley says, concerned.

"I wouldn't bother there sweet thing," Grem says. Holley glares at him. She does _not_ appreciate demeaning nicknames. The AMC Gremlin just chuckles, "He can't hear you. It's a wonder what those bots can do you know. Plug up your hearing, make you do a commercial for the stuff, stop an engine…"

"You wouldn't dare…" Finn says.

"You'll just have to wait and see, won't you?" Acer laughs. Once the door to Mater's cell is locked, the two cars drive out of the cell block.

"Mater? Can you hear me at all?" Holley yells, hoping that what Grem had said wasn't true.

No response.

"Brilliant," Holley says through gritted teeth. "We have got to find a way out of-"

"Stop," Finn interrupts. He motions with his eyes for Holley to look in the mirror in the cell directory across from Mater's. Looking closely, Holley sees a dim flashing light coming from Mater's undercarriage.

"Bugged?" she mouths.

Finn nods. "I believe so," he mouths back. "Try getting your computer working and then we'll go from there."

"Will do." Holley drives to the back of her cell, out of the range of the security cameras in the hallways and gets to work.

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><p><strong>AN- Sorry about the long wait and short (and IMO not so great) chapter... I have a touch of writer's block with this story. I know what I want to happen, I just have to get it there... But the writer's block seems to be clearing somewhat after seeing Cars 2 again this past week so hopefully there will be more frequent updates!**

**In responce to disneypixarrox, A113 isn't just from Wall*e. It's something that shows up in every Pixar film as it was the classroom of John Lasseter and Brad Bird at Cal Arts.**

**Last chapter was named for a track on the _Cars 2_ soundtrack.**

****I have a new poll up on my profile page. I have many ideas for my next fan fiction and I want to know which one you want to see first! Please let me know by voting in the poll! So far, a story about Lightning and Sally's kids, Hudson and Hornet (from my fic _My Heart Would Know)_ is in the lead with 3 votes, or 50% of all the votes!****

****Suggestions are more than welcome!****


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